AMENDMENT NO. 1 TO FUND PARTICIPATION AGREEMENT
This Amendment (the "Amendment"), is made and entered into this 6th day of
March 2018, by and among Forethought Life Insurance Company, an Indiana
corporation (the "Company"), acting herein for and on behalf of the Separate
Accounts; BlackRock Variable Series Funds, Inc., an open-end management
investment company organized as a Maryland corporation (the "Fund") and
BlackRock Investments, LLC (the "Distributor").
WHEREAS, the Company, the Fund and the Distributor (collectively, the
"Parties"), entered into a Fund Participation Agreement, dated as of October 15,
2012 (the "Agreement"); and
WHEREAS, the Parties desire to amend the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the Parties agree as follows:
1. Article II Representations and Warranties, Section 2.1 E. is hereby
replaced in its entirety with the following:
"E. The Company represents and warrants that it shall maintain a
reasonable risk-based program to comply with economic, trade and financial
sanctions laws, resolutions, executive orders and regulations enacted by the
United States (including as administered and/or enforced by the Office of
Foreign Assets Control ("OFAC")), the European Union, the United Nations and
other applicable jurisdictions ("Sanctions Laws"). The Company shall maintain
policies, procedures and controls that are reasonably designed to ensure
compliance with Sanctions Laws and limit the risk of transactions that could
be regarded as circumventing Sanctions Laws and that it, the Separate
Accounts, the Contract owners and, to the extent required by law, its and
their owners and controllers (i) are not in violation of any Sanctions Laws or
on any list of prohibited individuals or entities enacted under Sanctions Laws
(collectively, "Sanctions Lists") and (ii) are not located, organized or doing
business in a country or territory that is, or whose government is, the target
of embargo or countrywide sanctions under any Sanctions Laws. The Company
agrees that it will take reasonable steps to ensure that Contract owner funds
shall not be directly or indirectly derived from, invested for the benefit of
or related in any way to, persons, entities or countries that are subject to
any country embargoes, in violation of any Sanctions Laws or on any Sanctions
Lists. The Company will promptly inform the Distributor in writing if with
respect to the transactions in the Shares or the Company's services, the
Company becomes aware of any violations of Sanctions Laws by itself or any of
the Separate Accounts or Contract owners or to the extent required by
Applicable Law, any of their owners or controllers or if it or any of the
Contract owners or any of their owners or controllers are the target of
embargo or identified on any Sanctions Lists or if the Company is otherwise
unable to comply with its obligations under this Section 2.1.
The Company shall have an anti-money laundering program in place to comply
with all applicable United States laws and regulations relating to anti-money
laundering, including the Uniting and Strengthening America by Providing
Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001 (the "USA
PATRIOT Act") and the Bank Secrecy Act, as
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amended by the USA PATRIOT Act, and/or other global legislation, where
applicable. The Company shall have in place written policies, procedures and
controls designed to detect, prevent and report money laundering or other
suspicious activity and prohibit dealings with shell banks as well as a
written customer identification program. The written customer identification
program shall require the identification and verification of the identities of
the Company's customers and, if required by applicable anti-money laundering
laws and regulations, the underlying beneficial owner(s). In addition, the
Company shall have a designated anti-money laundering compliance officer, and
the Company shall provide anti-money laundering training to its staff on an
annual basis. Finally, the Company's anti-money laundering program shall
provide for an independent audit of its anti-money laundering program on an
annual basis. The Company will promptly inform the Distributor in writing, to
the extent not prohibited by Applicable Law, if the Company becomes aware of
any violations of anti-money laundering laws by it or any Separate Account or
Contract Owner with respect to the Company's services or transactions in
Shares or if the Company is otherwise unable to comply with its obligations
under this Section 2.1.
At all times during which it services Shares of the Fund, the Company shall
provide the Distributor with such information as it may reasonably request,
including, but not limited to, the filling out of questionnaires, attestations
and other documents, to enable the Fund and Distributor to fulfill their
obligations under applicable Sanctions Laws and the USA PATRIOT ACT (including
maintaining records for at least five years).
The Company represents and warrants that neither it nor any of its principals
have been previously indicted with respect to or convicted of any criminal
charges, including money laundering, and neither it nor any of its principals
is the subject of any criminal action of any nature or of any regulatory or
self-regulatory action relating to money laundering.
The Company represents and warrants that it is aware of Sanctions Laws (as
hereinafter defined), and it has not violated and shall not violate any
Sanctions Laws.
The Company agrees to notify the Distributor immediately in the event of its
expulsion or suspension from FINRA or any self-regulatory organization with
jurisdiction over it or of any pending or threatened action or proceeding by
any regulatory authority or self-regulatory organization (including, without
limitation, FINRA) bearing on its membership. The Company agrees to promptly
advise the Distributor if it receives notice of any of the following: (1) any
investor complaint, litigation initiated or threatened, or communication by a
regulatory authority or self-regulatory organization which relates to the Fund
or to a transaction in Shares by it or (2) any examination by any regulatory
authority or self-regulatory organization that may or has resulted in a
material compliance deficiency, and the Company agrees to promptly provide
Distributor with such information and documentation thereon as Distributor may
request.
On an annual basis, the Company shall obtain a Financial Intermediary Controls
and Compliance Assessment ("XXXXX") or a Statement on Standards for
Attestation Engagements 18 Report ("SSAE 18") or any successor report(s) that
is/are substantially similar and acceptable to the Distributor, each issued by
a recognized independent accounting firm selected by the Company. Upon
request, the Company shall promptly
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provide to Distributor copies of its most recent XXXXX or SSAE 18 or any
successor report(s) that is/are substantially similar and acceptable to
Distributor."
2. Article X Notices, Section 10.1 is hereby replaced in its entirety with the
following:
"10.1 Unless otherwise specified in this Agreement, all notices shall be in
writing and shall be deemed to have been given (a) when delivered by hand
(with written confirmation of delivery); (b) when delivered if sent by a
nationally recognized overnight courier (with written or electronic
confirmation of delivery); or (c) on the third day after the date mailed, by
certified or registered mail, return receipt requested, postage prepaid.
Notices must be sent to the respective parties at the address(es) indicated
below (or at such other address for a party as shall be specified in a notice
given in accordance with this Article X).
To the Fund: With a copy to:
BlackRock Advisors, LLC BlackRock, Inc.
Attn: Xxx Xxxx Attn: General Counsel
Global Client Services 00 Xxxx 00xx Xxxxxx
00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000
Xxx Xxxx, XX 00000
To Distributor: with a copy to:
BlackRock Investments, LLC BlackRock Investments, LLC
Attn: Xxxxx Xxxxx Attn: Chief Compliance Officer
Senior Managing Director, 00 Xxxx 00xx Xxxxxx
XX Wealth Advisory Xxx Xxxx, XX 00000
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
If to the Company:
Forethought Life Insurance Company
000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx 0000
Xxxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxx, EVP, Chief Investment Officer
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IN WITNESS WHEREOF, each of the Parties has caused its duly authorized
officers to execute this Amendment.
BlackRock Variable Series, Funds, Inc.,
on behalf of the Portfolios
By:
Name:
Title:
BlackRock Investments, LLC
By:
Name:
Title:
Forethought Life Insurance Company
By:
Name:
Title:
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